VN Capital Management
Thornico Holding Tender Offer Substantially Undervalues Company
GREENSBORO, NC / ACCESSWIRE / September 26, 2023 / VN Capital Management LLC, an investment advisor to a fund holding approximately 1.6% of Brødrene Hartmann common shares accumulated since 2021, opposes the recently announced delisting and subsequent tender offer.
VN Capital encourages other minority investors to vote against Brødrene Hartmann's proposed delisting at the company's extraordinary shareholder meeting to be held on Monday, October 16 and to let the Board of Directors know that Thornico Holding's DKK 300 per share offer is unacceptable and drastically undervalues the world's leading egg packaging business.
"Delisting Brødrene Hartmann's shares harms minority investors by depriving them of liquidity and is merely a mechanism designed to eventually force shareholders to sell out to the Stadil family at a cut-rate price, which is especially egregious since many of us would like to remain owners of such a thriving and world-class business.
This related party transaction creates a massive conflict of interest with the Board of Directors. Any attempt to peddle the company out from underneath its minority shareholders for pennies-on-the-dollar will be strongly opposed by us," said James Vanasek, Principal at VN Capital.
"A DKK 300 per share purchase price values the company at a multiple of only 4.9x Enterprise Value to trailing last twelve months EBITDA, the latter of which is temporarily depressed due to unprecedented cost pressures in the company's two main inputs - energy and pulp - that are now abating. Shareholders have shown patience while the company has managed through the Covid-19 pandemic, the disruption due to war in Ukraine, and energy crises afflicting Europe and expect their patience to be rewarded as Hartmann emerges from these challenges. Superlative, best-in-class businesses like Brødrene Hartmann usually trade at 8-10x EV/EBITDA and applying such a multiple to a more normalized earnings level shows that the business is worth twice as much as what the Stadil family if offering to pay for it," added Don Noone, also Principal at VN Capital.
"We have no doubt that if the tables were turned and a competing egg packaging producer offered the Stadils this low-ball price for their shares, the family would not even consider such a bargain basement offer. If the Board of Directors wishes to maximize shareholder value, they should conduct a thorough and robust sales process rather than hand the company over to the Stadils in a sweetheart deal that abandons their fiduciary obligations," said Mr. Noone.
Given this view, VN Capital is exploring all of its legal options in opposition to the proposed delisting and subsequent tender offer and VN Capital encourages other minority shareholders to reject the proposal at the extraordinary shareholder meeting.
It is important to note that a NON-VOTE is effectively a vote in favor of the delisting and tender offer. We urge shareholders who agree with VN Capital's view to not remain passive, but to actively vote NO on the proposals.
About VN Capital Management
VN Capital Management, LLC is a registered investment advisory firm located in New York, New York that was founded in 2002 by P. Donnell Noone and James T. Vanasek. The firm manages a hedge fund that holds a concentrated portfolio of small-cap equities.
About Brødrene Hartmann A/S.
Hartmann is the world's leading manufacturer of moulded-fibre egg packaging and a market-leading manufacturer of fruit packaging in South America and India. The group is also the world's largest manufacturer of technology for the production of moulded-fibre packaging. Founded in 1917, Hartmann is headquartered in Gentofte, Denmark, with a production platform consisting of 15 factories in Europe and Israel, North and South America, India and Russia (discontinuing).
FOR FURTHER INFORMATION PLEASE CONTACT:
VN Capital Management, LLC
Don Noone
+1 (336) 897-1615
pdn@vncapital.net
James Vanasek
+61 407 528 900
jtv@vncapital.net
SOURCE: VN Capital Management
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